<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 2000
Registration No. 333-70411
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE VANTIVE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0266662
(State of Incorporation) (I.R.S. Employer Identification No.)
2525 AUGUSTINE DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 982-5700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------
DAVID SCHELLHASE
VICE PRESIDENT AND GENERAL COUNSEL
THE VANTIVE CORPORATION
2525 AUGUSTINE DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 982-5700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
<TABLE>
<S> <C>
GREGORY GALLO, ESQ. KENNETH LAMB, ESQ.
JOE SORENSON, ESQ. PETER HEILMANN, ESQ.
GRAY CARY WARE & FREIDENRICH LLP GIBSON, DUNN & CRUTCHER LLP
400 HAMILTON AVENUE ONE MONTGOMERY STREET
PALO ALTO, CALIFORNIA 94301 SAN FRANCISCO, CALIFORNIA 94104
(650) 833-2100 (415) 393-8200
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.[ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
<PAGE> 2
DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 1 (this "Amendment")
to the Registration Statement on Form S-3 (Registration No. 333-70411) (the
"Registration Statement") of The Vantive Corporation, a Delaware corporation, is
to deregister all securities registered pursuant to the Registration Statement
but unissued as of the date this Amendment is filed.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has duly caused this Post-Effective Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, and State of
California, on this 31st day of December, 1999.
THE VANTIVE CORPORATION
By: /s/ DAVID SCHELLHASE
------------------------------------
David Schellhase
Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ THOMAS L. THOMAS Chief Executive Officer December 31, 1999
- ------------------------------------- and Director
(Thomas L. Thomas) (Principal Executive Officer)
/s/ LEONARD LEBLANC Chief Financial Officer December 31, 1999
- ------------------------------------- (Principal Financial Officer)
(Leonard LeBlanc)
/s/ MICHAEL M. LOO Vice, President, Finance December 31, 1999
- ------------------------------------- (Principal Accounting Officer)
(Michael M. Loo)
/s/ WILLIAM DAVIDOW Director December 31, 1999
- -------------------------------------
(William Davidow)
/s/ RAYMOND L. OCAMPO JR. Director December 31, 1999
- -------------------------------------
(Raymond L. Ocampo Jr.)
/s/ PATTI MANUEL HART Director December 31, 1999
- -------------------------------------
(Patti Manuel Hart)
/s/ PETER ROSHKO Director December 31, 1999
- -------------------------------------
(Peter Roshko)
</TABLE>
